The Rose Rebellion: Fight For Vale
by TheLazerRaven
Summary: The White Fang start a war, backed by Roman Torchwick and his ulterior motives, for equal rights. One by one, the Kingdoms fall to the now-terrorist group. When Ruby Rose gets thrust into the cross-hares of the war, she and her friends become determined to put a stop to it. Warning; character death and OC appearances.
1. Chapter 1: War's Upon A Time

The Rose Rebellion: Fight For Vale

Chapter One: War's Upon a Time

 _It was Atlas that fell first._

 _The White Fang had the sudden idea to fight for supremacy, under the guise of 'equal rights' for all. They committed a terrorist attack on the Atlas Communications Tower, which Atlas took as a declaration of war on the kingdom. The forces of Atlas fought back as hard as they could, but it did almost no good against the White Fang's overwhelming presence._

 _After breaking through the military perimeter, they quickly set their sights on their next target. The Schnee Dust Company._

 _As retribution for what they saw as slavery, they liberated the Faunus before implementing their own means of justice. And after raiding the dust, there was only pieces left of what was once a family's sanctuary. The companies Schnee ran in Atlas didn't go to waste, and were kept running, but under the White Fang instead, using humans as controversial labor to continue the supply of dust to their own forces._

 _Before Atlas went dark, they had sent a message out to the other communications towers knowing it was almost useless, for their towers dropped right after Atlas did. But at least they knew, now. They had time to gather armies and fight when Atlas was blindsided._

 _The White Fang, however, knew they had started on a good note. The only strongholds left in the Kingdoms now were whatever huntsman training schools there were, which would be easy to overcome with their growing numbers, which was the sole reason they were bothering to pass through every Kingdom instead of focusing on eliminating schools._

 _And so, even with the buffer of preparation time, Mistral was only able to hold out for so long with the added number of Faunus the White Fang had collected in Atlas as well as the support they had from Roman Torchwick. And such was the fall of Mistral. After once again collecting support, they zeroed in on their next target._

 _Vale._

* * *

Roman Torchwick chuckled to himself as he paced back and forth in his control room, waiting for a report from Emerald and Mercury.

They were already much closer to their domination of Vale, the dust factories there only proving slightly more difficult than the last thanks to their growing numbers. Just like Atlas and Mistral before it, Vale's supply of dust was cut off.

The White Fang's forces were tearing through the landmass at that moment, although most were set to converge on a certain point in just a few hours. Then and only then would Vale be completely under their control.

Roman's train of thought was broken when the door slid open, and the familiar eerie echo of heels clicking had begun. The fedora-wearing man didn't even need to turn around to see the new arrival, although he did tighten the grip he had on his cane.

"Cinder. What are you doing here?" He asked, almost pleasantly, but more afraid than anything.

"Just to report." Cinder said, with a smirk that Roman didn't even need to turn around to see was there. "We're about ready to re-invade the city itself, just waiting on a few more divisions of men. I'm not sure how they managed to force us back before, but they won't be so lucky this time." She said, her voice silky smooth and her eyes tinged red.

It was at this point that Roman turned around and waved his cane slightly.

"Perfect, now could you tell me where Emerald and Mercury are? They were supposed to bring this report." Roman said, his left foot moving backwards unconsciously.

"They're a bit occupied at the moment. They haven't returned from the scouting mission yet, so I figured I was the next in line." Cinder told him, glaring. "Is that a problem?"

"Not a problem at all." It was all he could do to keep the shakiness from his voice before he continued. "Although I'd appreciate a warning next time."

"Oh Roman, where's the fun in that?" She said, faking a step towards him and humming with delight when he placed his cane between the two of them. "See you later for the… evening report." And with that, the quiet echoing of her heels continued as she left the room in a stroll, in no hurry to leave.

Roman could still hear the faint echoing even after the door closed shut, and he knew she was purposefully making it so as he didn't hear her approach. As the last of the echoes died, he sighed and pulled out another cigar, holding it in his teeth as he lit it up.

"She'll be the death of me, I swear it." Roman muttered to himself in a puff of smoke before sighing again.

It didn't matter at the moment, Roman thought to himself, as the next attack was on the verge of happening. Soon they would have their combined forces rallied together as one large mass once more, and they would attack the last stronghold that the city of Vale had left.

The place that had managed to hold them off until now and get them to regroup back outside the cities limits. The same place that Roman would show no mercy.

Beacon Academy.

* * *

"-And so, as of recently the White Fang has retreated from the city, falling back to wherever they came from which is thought to be just on the outskirts of the city. After mysteriously spreading out through the Kingdom and crippling the local police force, the resident Hunter and Huntress training school, Beacon Academy, was targeted only to be quickly resolved as the Kingdom's stronghold. Upon driving them away, Beacon went into lockdown and underwent preparation for the second wave of attack, which is sure to come soon. This is Lisa Lavender, sighing off. Stay safe citizens of Vale." With that, the resident reporter's report ended and the television clicked off, courtesy of a student standing next to it.

As the crowed that had gathered around the TV dispersed, only a select group of students remained in their positions, all of them directing their attention away from the television. Among them, Ruby Rose and Yang Xiao Long sitting on the couch in their classic attire, considering there was no class today there was no reason to be in uniform.

"This looks bad, Yang. I'm worried." Ruby told her big sister, who sighed in a rare moment of seriousness.

"I know, Rubes. We all are. But I can promise you one thing." Yang replied, smiling brightly. Ruby shot her a look.

"What's that?" She asked, intrigued.

"No matter what happens, to Vale, to Beacon, whatever, that we'll always be okay." Yang promised, her eyes sparking.

"But what if-" Ruby started, before Yang interjected.

"I'll make sure of it." The blonde haired girl assured again, cracking her knuckles.

It was childish, she knew, but Ruby couldn't help but feel one hundred percent safe under her sisters' promise of protection, just like when they were little. Just like when they were little, Yang would make sure she was okay. She knew that, and she knew that as much of a force as her sister was, there were forces stronger. Even knowing that, though, didn't phase Ruby's faith in Yang even a little.

"I know." She said instead, leaning more heavily on her sister's shoulder.

"You and I, we're safe." Yang continued, waiting to see Ruby's reaction. Just as expected, her head shot up.

"What about Weiss and Blake?" Ruby cried in alarm. Yang pretended to think about it.

"I can promise Blake will be fine… Weiss, eh, I don't know, she stole my yogurt last week…" Yang said, rubbing her chin and humming in fake thought.

"YANG!" Ruby yelled, causing Yang to break down into chuckles.

"Yeah, yeah, don't worry. They're safe too." Yang assured, letting her sister fall back onto her shoulder before she delivered a line to get her riled up again. "Jaune's team on the other hand-" She cut herself off intentionally.

Ruby just groaned loudly.

* * *

Roman stood up from his desk and reached for his cane on top of it, easily laying it on his shoulder as he removed his dying cigar from his mouth and died it out on his desk, leaving it to scorch a small area and fall over. Next, he looked over at his small television screen, currently playing the news on mute.

It seemed that the last fleet was almost in position, and then they could move out once again shortly after. Yesterday's attack on Vale had gone well, and despite their advancement being halted at Beacon it was not in vain; they had successfully depleted the resident police force of officers fit to serve in combat as well as taking out more than half the local hunters and huntresses.

While Beacon might have held them off last time, all they did was prolong the inevitable as now Roman had his entire army together and almost all completely rested. Beacon would still be on it's last legs, the amount of students fit to serve in this level of combat for long was at a much lower percent compared to the ones that wouldn't last the hour.

Still, Roman knew, that he could not underestimate Ozpin's school or his students. It was part of the reason they were driven away yesterday, that insufferable Rose girl and her team. Despite the still-overwhelming odds Ruby Rose and her teammates lasted much longer in combat than expected, longer than first years should have been able to. Unless Roman was severely underestimating the class-level that Beacon taught at, there was something unique in her team.

Even so, they wouldn't fail a second time. Ozpin's school would no doubt pose the biggest threat to stopping them so far, which was saying something considering they had practically dominated two Kingdom's already, but even them Roman wasn't truly worried about yet. Not with all the support they had gained from those fallen Kingdoms. Despite his confidence, Roman wasn't one to drag anything out and wanted a sure fire way to seal the duel at Beacon as fast as he could.

And he had just the idea as he watched the images on the television flicker between his own mug shot and Ozpin waving a reporter away. Yes, that would do nicely.

* * *

"-Can't help but feel like something else is coming, you know?" Blake Belladonna's voice echoed from around the corridor. Sure enough, moments later the raven-haired girl rounded the corner walking side-by-side with her teammate Weiss Schnee, who looked disgruntled at the moment.

"I know it just bothers me that I don't _know._ " Weiss replied back, earning sympathy from Blake who fell onto the sofa next to her partner Yang.

Weiss sighed and gracefully sat backwards onto the sofa beside her own partner, Ruby, who was still leaning heavily on Yang.

"If I didn't know better I'd think all of yesterday was only for set up, and that the whole point was to weaken the academy. But if yesterday was a set up, then they wouldn't have been so brutal; they would've had the specific aim to cripple us, not fighting like they were." Ruby analyzed, eyes staring straight forward.

"I agree, yesterday was a sure-fire full-frontal attack that they did not intend to walk away the failures of." Weiss agreed with a nod. "But losing yesterday only put them in a better position; we're weakened, they're hardly finished and now also the cities only remaining line of defense."

"I'll show them weakened alright if they think they're just gonna come in here and-" Yang started angrily, before Blake put a hand on her shoulder.

"I know, you've still got fight in you. We all do. But we're not in as good of shape as we were yesterday, my wrist still hurts, Ruby's ribs almost definitely haven't healed and Weiss' ankle hurt so much this morning she couldn't wear heels yet. You're no exception, Yang. How's that bruise coming?" Blake reasoned with her partner, who grumbled in response.

"What bruise?" She, well, grumbled. Blake semi-glared, moving her hand down to Yang's forearm and squeezing a tiny bit, causing the blonde to instinctively flinch away, although she tried to correct herself.

"That one." Blake's response came simply, and Yang sighed in defeat.

"Whatever." The defeated reply sounded from Ruby's older sister, as she re-focused back on the blank television screen.

"Weiss." Ruby's voice sounded next, finally picking her head off her sisters should to look directly at the white-haired girl that was giving her a questioning look. "When do you think they'll be back?"

"Soon." Weiss said, confident but also upset. "Too soon."

* * *

"Mr. Torchwick, sir, we're ready to commence take off." A masked, Unknown Soldier of the White Fang reported to Roman, standing at the doors to his office.

"The last squad has returned and re-prepared for combat?" Roman insisted. The soldier nodded.

"They became ready just five minutes ago, sir. We're set for deployment when ready." He informed the ginger further.

"Excellent." Roman said, smirking. "Send word throughout the fleet, take off is in two minutes, any squad or ship not absolutely equipped are to be forgotten, no room for slackers today."

The soldier nodded his acknowledgement and hurried out the doors, not looking back as he quickly sped down the hallway and around the bend, out of the leaders sight. Roman hummed to himself with delight.

"This will be the day," Roman began turning to look behind his desk. He gazed out at the glass that let him view the blue sky that made up the entire wall, bending slightly into an almost circular shape. Initially, there was nothing, until the clouds looked to be getting closer and the ground further. Take off had initiated, indeed. "That I've been waiting for."

Roman smirked more as he walked around his desk, standing before the panels of glass that let him overlook their path. It was to go directly to Beacon, paying no mind to all the already destroyed buildings and whatever hunters stood left to try and stop them. The entire fleet of two-dozen airships rose from the ground and propelled themselves in the direction of Beacon, Roman's the biggest of all leading the charge.

Roman was a man on a mission. A mission to collapse Beacon Academy.

* * *

Team RWBY hadn't moved from their positions on the couch. They were lined up the same way, talking amongst themselves and others bustled buy and they paid no attention to the chitter chatter in the background. And that's how they stayed, until the alarm started to go off and the loud noise and flashing lights filled everyone's senses.

Immediately, Ruby sprung to her feet and whirled around towards the front entrance. Not slowing down for even a minute, she used her semblance to make her way to the front of the school out in the yard, stopping at almost the center in awe. Above her, there was an army of airships a few dozen strong. And they were heading in Beacon's direction.

They were almost here, she realized, as they continued to pass over any and everything else in their path. They were zeroed in on their target, it seemed. Ruby glared and got into a combat stance, although she had to admit to herself she wasn't really looking forward to fighting today. She was still reasonably tired from yesterday, which is understandable considering she was on the field throughout the whole battle that took place yesterday, unlike most.

Still, despite her tiredness, she prepared herself once more to fight for Beacon. For Ozpin. For her friends.

 **That's chapter one, folks! And yes, another RWBY story. We (yes, there are two of us that work on these {crazy, I know}) felt that the other one got out of hand and became more of a crack-fic than what we intended. So, we'll be using this one to rectify it.**

 **OC's will still appear, although they won't be as front and center as last time they are still going to be used as we have a purpose in mind. Once more, majority of the OC's will be enemies, as to avoid having all the enemies be faceless grunts.**

 **This story will also get much darker than our other, if you couldn't tell already. The stakes will be high and the possibility of death is very real (unlike in the canon RWBY-verse) so be prepared!**

 **Thanks for reading, remember to review with your thoughts and patiently await our next update!**


	2. Chapter 2: War-Torn Roses

The Rose Rebellion: Fight For Vale

Chapter Two: War-Torn Roses

Ruby stood alone no longer.

The large mass of students that had gathered outside the school after the alarms sounded, the exact opposite of what was supposed to happen, now stood looking up at the intimidating fleet of airships. Weiss had found her way to Ruby's side and dared to move no further. Yang and Blake were a ways to the side, although further back.

Ruby could vaguely see the forms of those from CRDL towards the back of the crowd and Pyrrha's figure was easily recognizable in the center of the crowd, although Jaune wasn't in her vicinity. Nora could be seen sitting on the statue in the courtyard, swinging her legs as Ren stood stiffly by her side.

The air was tense and the students dared not move forward or backward even as the fleet advanced. Teachers had begun to pour onto the field several minutes ago, unnoticed by the students.

Ozpin himself stood at the window in his office that overlooked the courtyard, not that anyone noticed though, and dropped his coffee cup to the ground as he saw a figure come to stand at the front of the largest airship.

Roman Torchwick.

The atmosphere was thick and it was like gravity had increased. Nobody moved, still looking at Roman's army in some odd mix of awe and fear. The army didn't make a move either, other than pressing forward until the campus was hidden underneath the shadow of the fleet's blimps.

Then it happened.

The first shot was fired, nobody knew by which side except whoever had done the firing, but that was all it took before squads of White Fang soldiers poured from the airships and down makeshift rope ladders and their own landing strategies. Ruby could see several shapes in the mass of bodies that didn't blend in like the rest and she could assume these were higher in level than the others.

Paying them no mind, Ruby and Weiss nodded to each other, drew their respective weapons and charged into the battle.

Weiss was the first to strike, using her glyphs to propel her forward. Many soldiers jumped from her path, narrowly avoiding the strike. One soldier was not as lucky and was impaled by Weiss' blade, the heiress then sidestepped and sent a horizontal strike across another White Fang member's throat, killing him rather quickly. White Fang troops began to surround Weiss, aiming their weapons from almost every angle. Before any of them could get a shot off at her, Weiss leaped up into the air and pointed her blade downwards.

A large black glyph materialized under the soldiers, dragging them all to the center and into the path of the searing flames sent by Weiss from above. In the midst of the screams of pain from the burning attackers, Ruby darted through her remaining enemies, slicing them in two with her massive scythe. Weiss and Ruby regrouped after all their enemies were dealt with. Only seeing a much larger group of White Fang soldiers with a platoon right behind them.

"Where are Blake and Yang?" Weiss asked, concerned.

"I don't know but we can't stay here, come on!" Ruby replied back hurriedly.

Ruby and Weiss turned and retreated in search of their teammates. Meanwhile, said teammates were in the fight of their lives.

* * *

"Yang on your left!" Blake called to her partner as she cleaved through an enemy soldier.

Yang turned and fired a shotgun blast straight into a soldier trying to get a shot off at the blonde brawler. Yang was just getting started and charged right into the mob of oncoming opponents, letting loose a flurry of strikes and buckshot into each enemy around her. With each strike she delivered her aura became more radiant, almost blazing as bright as the sun by the time she finished off her final opponent.

She didn't slow down even when she was surrounded yet again, instead it seemed she relished the challenge. The new multitude of enemies tried to charge her at once and were no more successful than their predecessors, for Yang ducked under the round of bullets one fired at her and instead launched herself forward, slamming her fist into his gut and sending him flying backwards, taking multiple grunts out with him.

Keeping momentum, she punched forward and fired, mowing down a line of henchmen while shooting herself into a backflip that she used to fire another round from above her enemies, using her other hand, before she landed on her feet, grinning like a mad-woman. Getting ready for another round proved to be unnecessary, as the next lineup of enemies was quickly wrapped up in Gambol Shroud and pulled to the ground. Yang reacted quickly and fired multiple rounds into the downed group of enemies, ensuring they wouldn't get back up.

Yang quickly looked up to flash Blake a smile, which the raven-haired girl returned before throwing her sword towards the blonde in a maneuver they recently practiced. Reacting quickly, Yang caught the sword and gave it a mighty tug, lifting Blake into the air and over her head as she released her grip on the weapon, watching happily as Blake landed in the middle of the courtyard and began to slice her way through their enemies once more.

Blake, while continuing to do well against the White Fang members, was quickly growing tired. She jumped over a duo of soldiers, using one's shoulders to give her more height, and preceded to slice them down the back with her trusty sword. Quickly moving on, she brought her sword around and cut open another's chest. Before she could bring her weapon around again, she felt a force on her back that pushed her to the ground. Knowing she couldn't stay down for too long, she quickly rolled onto her feet and brought her sword up again to intercept another kick with crushing force behind it from… Mercury? Pushing back with enough force to sever an untrained persons leg, she shoved Mercury from her blade and made to slice him, only to be blocked with another kick and a sly smirk.

While her sword was pointed upward, Mercury tried to kick her side only to be blocked by Blake's sword holder that was being wielded by her other hand. She sent him a sly smirk in return as he brought his feet back to the ground, only to be launched upwards immediately after and bring his heel down onto her head. Well, he would have, if she hadn't put an afterimage there instead. Once he landed in a crouching position, Blake swung her sword once more only to be deflected to the left and kicked in the gut with Mercury's other boot, which sent her a great distance backwards.

"Since when is Mercury against us?" She asked herself quietly, standing to her feet at what she considered a safe distance.

If it hadn't been for her Faunus hearing, she wouldn't have heard the crackle of air that came before Mercury came into view, ready to land another threatening kick. Only this time she didn't move to dodge or block, because her Faunus hearing also let her hear something else that Mercury couldn't. Within the span of three seconds, Blake had landed, saw Mercury aiming for a strike and realized that Yang was on her way.

Not a moment too soon, Yang erupted from the sidelines of Blake's fight out of her own brawl and intercepted Mercury's kick with a furious punch. Fist and foot met in mid-air, both striving to overpower one another. Despite Mercury having gravity on his side, Yang's protective instincts wouldn't allow her to lose the power struggle by any means, so, with a growl of frustration, Yang fired a round from the fist that was already holding off the boot. It was enough to make Mercury falter, and Yang's brute strength was enough to finish the job and sent the silver-haired boy flying backwards.

"Why are you doing this?" Yang barked as she landed, her eyes and hair glowing and her breaths shallow. Mercury smirked.

"I don't know what you mean, this was always the plan." He replied standing up from the crouch he landed in. Yang simply glared before growling again and charging her foe.

* * *

Ruby slashed her scythe from left to right, mowing down row after row of her opponents before they could get within striking distance of her. Sometimes, it paid to have such an extended weapon, especially considering many of the soldiers were armed with close-quarters weapons and very few had blasters of any kind.

Using her still-extended scythe, the young team leader swiftly activated her semblance and began to spin on the tips of her toes, keeping Crescent Rose extended all the while and cutting out a nice sized boundary line that none of her enemies could penetrate. At least until her partner distracted her with a cry of anguish.

Immediately she halted her spin, driving her scythe into the ground to slow to a halt and strategically pointing the barrel away from Weiss' general direction. Ruby followed by firing, using the recoil from the shot to launch herself towards the heiress and plowing down any grunts in her way, her semblance making it almost impossible to even see her let alone catch her.

The red-clad girl arrived just in time to zip right passed the downed Schnee and raise her scythe above her head and hold off the chainsaw that was on its way downward, eager to make contact with either girls flesh. She ignored the fact it felt like she just stopped a train with her bare hands in favor of being grateful she was quick enough. Although, despite her impressive physical condition, Ruby knew she couldn't hold the muscle-heads chainsaw off forever and darted her eyes back to her downed partner, only to find her on her feet with determination in her eyes.

"Ruby, move." Weiss' cold voice commanded.

Ruby, sensing there was no venom behind the words, obeyed almost immediately and with a shove upward, forced the chainsaw up high enough to the point she could slip out from underneath without getting impaled.

However, before the chainsaw-wielding man even had time to bring his weapon of choice down again Weiss had acted. A torrent of fire had been shot in his direction, which he couldn't block all of with just a chainsaw, and the large man stumbled backwards. Not letting up in the least, Weiss summoned a glyph to appear behind him that served its purpose rather quickly. Her target for the moment had been backed up against the glyph she created, which she had hoped for and enacted her next step; pulling the glyph towards her with great force.

It worked, for seconds later the man was being propelled forward by the glowing snowflake behind him. Weiss took no hesitation in stabbing through his chest with Myrtenaster in one swift movement. His limp body fell to the floor immediately after, and Weiss sighed as she looked over at Ruby, who was already reloading and getting ready for another round.

"You could've been hurt." Weiss said, almost so soft Ruby missed it. But she didn't, and she smiled.

"So could you." She replied simply, her eyes shining before she turned away and sped off, gunshots following her wake.

"Dolt." Weiss whispered to herself, before switching dust crystals. She knew Ruby, and she knew the younger girl wasn't going far. She was probably just circling around and making a path, no use trying to follow her now.

Sure enough, opposite the direction she left Ruby broke through a group of men Weiss almost missed. They were no trouble now anyway, with their blood all over the ground. Ruby and Weiss made eye contact and both headed for the newly created opening, intent on finding Blake and Yang as soon as possible.

Until, a chain came and wrapped itself around Crescent Rose's handle. No tug was given hard enough to disarm the crimson girl; it was as if it was only supposed to halt her in her tracks. Weiss reacted immediately, slicing through the weak metal and freeing Ruby from whatever the chain had connected her too. They turned and stood, wanting to see their new adversary until a familiar green-haired girl emerged into their view.

"Aw Weiss-y, that wasn't nice. I kinda need those." Emerald's chipper voice sounded. Ruby broke into a grin, and Weiss glared.

"Maybe you should have thought about that before you restricted my partner." The heiress replied coldly, showing no apathy at all. Not that it bothered Emerald. Just as the dark-skinned girl was about to speak, Ruby broke in.

"Guys, less talking, more fighting!" Ruby reminded, folding her scythe into its compact rifle form for the moment and picking off random White Fang members from the brawl surrounding them.

As she was turned around, she missed Emerald's sly grin.

"I couldn't agree more." Emerald said again. Only this time, her voice took on a dark edge neither partner had expected nor heard from her before. In a flash, Emerald threw chains at Ruby, who had her back turned.

Weiss reacted immediately and stepped between the two, letting the chains wrap around her weapon instead. Afterwards a battle of strength ensued, Weiss attempting to tug her weapon free and Emerald tugging to disarm her. At Weiss' distressed grunting Ruby turned around to see the power struggle taking place, and shot Emerald a dirty look.

"You're not even from Haven, are you?" She questioned, letting her rifle open into a scythe again. Emerald smirked.

"Look who's catching on. I was wondering how long it would take you, little red." Emerald teased, although it sounded like she had more to say. Ruby didn't want to hear it, and sliced through Emerald's chains as Weiss had done before.

"Too long, I guess." She replied, before taking off in a blur towards her enemy.

There was no way for Emerald to react fast enough, and she was rammed by an almost-full-speed-Ruby-Rose. As little as she was, she felt like a tank with that semblance of hers. Emerald, despite having the wind knocked out of her, was not out and she attempted to roundhouse kick Ruby, who easily shoved her off at first try, deflecting her with her scythe hilt.

Landing in a crouch, Emerald tried to jump at Ruby again only to be stopped by Weiss, who threw fire from her sword once more and caused the green haired girl to flinch back again. Once the flames disappeared, Ruby was no longer visible. It took only a moment to relocate her, nevertheless, and it was when the young scythe wielder appeared behind her in a gust of wind.

Emerald once again wasn't fast enough, and her hand may as well have been in slow motion to Ruby, who used the hook part of her scythe to guide Emerald's hand downward and have her dagger shoot at the ground and, after easily ducking under a kick thrown her way, speed semblance'd her way past the girl and created a funnel of wind that pulled the girl after her. Just like back at the cafeteria, Ruby was able to stop in time, and the victim(s) could not.

Once Emerald had stood up off the pile of guys Ruby had thrown her on, she shook her head. Perhaps Cinder had been wrong to dismiss Ruby as not a threat. The little rose was certainly proving to be troublesome, if not downright talented. Resolving to talk to Cinder later, she drew her dual pistols and readied herself to jump into combat again.

* * *

Elsewhere, Team JNPR had regrouped. They had just finished fighting off another wave of soldiers, and were only growing more exhausted by the minute.

"We can't keep this up." Ren stated, panting. Jaune nodded, hunching over.

"If we're not going to fight, we've got to get to safety." Pyrrha supplied, hoisting her spear over her shoulder. She looked around them, and was satisfied at Nora's job of keeping enemies out of their general vicinity.

The ginger was camping in her preferred position, shooting rounds non-stop. They were very effective against human targets and hell she was having a ball. Pyrrha turned her attention to her other teammates for the moment.

"We should make a plan of escape, our first priority should be finding Ruby's team and we can escape together. No doubt they're slowing down as well." The warrior girl advised, getting nods of agreement.

And so, they braced themselves for combat once again, only this time they had a destination to get too.

* * *

Ruby ducked between another round of bullets Emerald shot at her, easily shooting herself forward and sticking close to the ground, aiming for the green-haired girl's legs. Emerald, miraculously, jumped into the air on time but it helped her none, because a black glyph appeared behind her and before she knew it Weiss' heel was in her gut and she was flung through the glyph and accelerated towards the ground, in front of Ruby once more.

She glared at the duo before throwing more chains and hopping back into the air. Twisting around, she narrowly avoided a stab from Myrtenaster and pulled her chains back. Hard. Weiss was taken by surprise; the chains had unexpectedly struck her backside and forced her forward towards Emerald, who swung at Weiss' face, her pistol in hand.

Weiss was struck once across the face, but on Emerald's second attempt at a slap was halted by Ruby, who jammed the hilt of her scythe into Emerald's gut and forcing her backwards. Enough was enough, Ruby decided, and didn't let up. She fired at the ground in front of Emerald's feet, kicking up debris and forcing Emerald to take a few steps back, before delivering a jump-kick at her chest, only she managed to move to the side a bit leading to Ruby's boots colliding with her shoulder and knocking her into the air anyway.

Doing a backflip in mid-air and landing on her feet, Emerald stood up straight again only to narrowly catch Crescent Rose's pole in her chains and yank downward, embedding the point of it into the ground. It turned out to not matter, for in an instant Ruby jumped, letting go of Crescent Rose, and kicking Emerald once more. The force of Ruby's speed-enhanced kick threw them both back, Emerald letting her chained weapon drop in the process.

Both girls flipped again, landing smoothly on their feet although Ruby was quicker on the draw and ripped Crescent Rose from the ground. Unfortunately for Emerald, who had just picked up her chain again, her weapon was still wrapped around the young leaders and she was pulled full-force towards Ruby, who merely jumped into the air.

The red-clad girl was preparing to drop herself on Emerald once the later was directly underneath her, until she was blasted to the side by a shockwave.

"Ugh, wha-" Ruby started, sitting up and holding her head. She looked around for the culprit of her mysterious blunder, eyes coming to rest on her sister and Blake tag-teaming Mercury only ten feet away.

Mercury launched himself towards Blake, who seemed to be just standing up again from the explosion of an attack that grouped them all together. Yang, however, immediately rushed the silver-haired boy arm-guns blazing. She successfully punched his side with bone-crushing force, which he seemed to shrug off and turn his steel boots on her, which she blocked for the most part except for a lucky shot on her shoulder blade.

Yang pulled back, only for a moment, but it was enough for Mercury to roundhouse kick her to the side and shoot himself towards her downed form. It was not to be, however, as Blake quickly threw her weapon at him, successfully wrapping it around his leg. Before he could react, she gave it a mighty tug and pulled him off-course, sending him flailing to the side. Yang capitalized on the opportunity to takeoff in his direction and delivered another powerful punch to his chest, sending him even further.

Upon landing, Yang noticed her sister not far away and made a beeline towards her.

"Ruby!" She cried out happily, approaching the younger girl. "Are you alright?"

"I think so. Where's-" Ruby started, standing upright with Yang's help. "Weiss!" She finished in a shout, noticing her partner in combat.

Weiss was so focused on battling with Emerald, her sword deflecting chain after chain, that she didn't notice the incoming foot behind her. Ruby didn't have any time to waste and sped off to intercept the kick, successfully tackling Mercury out of the air like child's play with her superior speed.

Mercury skidded to a stop after hitting the ground as Ruby fired downward to send herself up higher into the air.

As Ruby landed Weiss appeared by her side, Myrtenaster ready to be used. Not seconds later, Yang flanked her other side, ejecting empty shells of ammunition and putting more in. Lastly, Blake flipped to Yang's side, Gambol Shroud drawn and ready for use.

Mercury smirked and turned so his feet were pointed straight as Emerald sauntered up to stand next to him, holding her chains tightly.

"Ruby!" Another voice yelled from off to the side. Both parties looked in the direction the shout came from, to see the members of team JNPR making their way over, Nora knocking away a grunt here and there.

Mercury and Emerald shared a calculating look before deciding the ensuing fight wouldn't be worth it as they broke away, Mercury kicking up a cloud of dust as a cover. When the dust cleared the duo wasn't visible any longer, instead Pyrrha came running by, stopping in it to face the four girls as her teammates caught up.

"We've got to retreat, there are too many of them right now." Pyrrha stated, taking out her spear once more. Ruby nodded, she noticed her team slowing down as well.

"It'll be better for all of us to get out of here safely and come back later. We're fighting a losing battle." Weiss shared her opinion, glancing between Ruby and Pyrrha. Everyone nodded his or her agreement.

"Which way are we gonna-" Yang started, before an earsplitting noise was heard.

The group looked skyward, only to see they had put themselves directly under the largest airship. And Roman Torchwick was standing below on a fenced in platform, smirking.

"Red." He whispered to himself, catching sight of the group even amidst the chaos. He went unheard by them, however, as expected.

Before they knew it, he had emerged his cane from his side and unloaded god-knows-how-many rounds in rapid succession. His rapid fire had unintentionally split the teams up once more with a line of bullet and grenade holes, a small wall of flames emitting from the area he had shot up.

He paid no mind to the aftermath he couldn't look back now. Not when he had only one last thing to do.

* * *

Ruby stood up holding her head. She had avoided all of Torchwick's attacks for the time being, even using her semblance to launch her and teammates out of the way. They were all disoriented for a few moments, gunfire ringing in their ears. Ruby was the first to recover. Pyrrha had already dived the other direction, her team following, the rose girl remembered.

Quickly, she turned to see the courtyard crumbling, with fires, rubble and empty gun shells littering the space. The only one she was concerned with at the moment was the rising firewall between herself and team JNPR. She had no way of telling if they were alright at the moment, until she heard Pyrrha's voice call from the other side of the hot flames.

"Ruby!" She called, almost choking on smoke. Ruby realized she was standing downwind. "You have to go! Meet us at the clearing by the base of Mt. Glenn in the forest, it's just south of Beacon!" She continued. Ruby was too stunned to answer. "Ruby, can you hear me?"

"Ye-Yeah! I know it, the clearing! We'll see you guys there Pyrrha!" She shouted back, but she didn't stay close enough to hear a response as she hurried over to check on her team.

* * *

"Is everyone okay?" Pyrrha asked, turning away from the fire.

"I-uh- I think so." Jaune said shakily standing up. The blond boys hands went straight to his hips, checking his sword's placement and visibly relaxed when he verified it's location.

"Nora are you-" Pyrrha started, moving her head towards the ginger girl that was crouched down. She broke off as she heard a choked sob.

"Nora-" Jaune said, moving closer before noticing what, or rather who, Nora was crouched over. Ren.

"No way." Jaune continued, quickly kneeling next to Nora, Pyrrah crouching on her other side. "Is he-?" He left the question handing in the air.

Pyrrha looked down, inspecting their close friend. His chest was coated in blood; the green top he wore was covered in layers of red. His hair was messy, smeared with specks of blood and dust and his whole body smelled of smoke. Pyrrha thought it looked as okay as it could, until she noticed a precise hole in the cloth. Directly over his heart.

Eyes widening, she quickly turned him over. There was an exit point on his backside, just as Pyrrha had feared. She knew what this most likely was, but she put her fingers around his wrist. Just to be sure, she told herself. No pulse.

"Th-There's nothing more we can do for him." Pyrrha stuttered out, looking over at Nora who had yet to move apart from holding onto Ren's hand.

"You-you mean that he's-" Jaune started, but found himself unable to continue. Pyrrha nodded, not taking her eyes off her tiny teammate.

"No." Nora whispered. "No, no, no, no, no!" She repeated, vigorously shaking her head. Whether it was in denial or trying to rid her face of tears that fell freely, Pyrrha wasn't sure. "Ren, please. Don't leave me. I need you, I need you here." She continued to try and shout, but her voice wouldn't come out in anything higher than a whisper.

"Nora. That bullet pierced straight threw him, right through his heart. Nora he died instantly." Pyrrha informed her. Nora continued crying, trying to shake Ren awake. The Spartan girl had to literally pry Nora's grip off of their teammate. "We have to go, Nora." She added, looking around.

The fight was closing in again, only widening when the hail of bullet-fire shed down on that general area along with a proceeding fire. But that wouldn't keep everyone away forever, Pyrrha knew, as there was still very much an all-out brawl going on for the fate of Vale.

"I can't Pyrrha. I can't leave him here. He's my best friend, the best friend in the whole world. He doesn't deserve this." Nora practically bawled.

"I know he didn't. But neither do you, and that's what'll happen if we stay where we are. We need to stick to the plan and get out of here, retreat to fight another day, remember?" Pyrrha reminded, putting her hands on Nora's shoulders.

"How about a fight right goddamn now?" Nora said decisively, ripping apart from Ren and unsheathing her weapon. The mighty hammer landed on the ground with an earth splitting thud, a small canyon spreading from the point of impact.

"Nora, no. I know they deserve it, they really do, but- what would Ren want you to do?" Jaune supplied from the sidelines. He wasn't really sure how to help in this situation, so he had opted to stand aside and let Pyrrha try for the most part.

Almost immediately, Nora had dropped her weapon to the ground but she was still vibrating with anger.

"Let's go." She said, somewhere between livid and devastated as she put her weapon away and allowed Pyrrha and Jaune to escort her off the battlefield.

"Bye Ren. I love you." It was the only thing Nora had left to say as she continued to try and look back to where his still body lay.

* * *

Roman Torchwick sauntered past multiple individual skirmishes, twirling his cane on a circular motion with the simple flick of his wrist. Any stray shots that threatened him were easily dismissed with a whack from his cane, which was already well equipped at deflecting bullets.

He had his plan and come hell or high water he was going to stick to it. That's why he took a few shots at the little rose girl while he had the chance. He didn't quite know her exact skill level, but it was high enough to at the very least be interference in all of their plans. So, he wasn't taking any chances if he could prevent it from happening.

With another shot of his cane, he had opened the locking mechanism for Beacon's front doors. Schools, Roman decided, probably needed more security funding.

Everyone was out on the courtyard at the moment, so he had little to no trouble infiltrating the building aside from navigating his way through it. The entire building seemed to be abandoned if he didn't know better, not a sound in any of the classrooms, corridors or main rooms. He supposed it was to be expected; there was no way the professors wouldn't be outside defending the campus also.

Quickly, he made his way to the elevator and pressed his destination. The top floor. In no time at all, the elevator doors opened again and the sight before him was nothing he didn't expect. A large desk in the center of the room, windows littering all but one wall and a man in green robes standing straight across the room, his back facing the door.

Undeterred, Roman stepped off the elevator making sure his cane clicked as it moved with him.

"What are you up to, Torchwick?" Ozpin's voice almost startled him, but he knew it was coming. It wouldn't be that easy.

"I'd like to sit and catch up, Ozpin, I really would but I'm a bit busy with the whole 'invading the Kingdoms' thing." Roman replied twirling his cane around and letting it come to a rest on his shoulder.

"What are you going to gain out of helping the White Fang terrorize Kingdoms?" Ozpin asked, turning around with his coffee cup in hand.

Roman chuckled and put a cigar in his mouth, holding it between his teeth as he lit it. He paused a second, before removing it to speak.

"What makes you think I'm getting anything? Why can't I be doing this out of the kindness of my heart?" Roman responded back.

"That isn't how you operate. You and I both know it." Ozpin said, sipping his coffee.

"Your words wound me so." Roman faked grunting in pain. If he wasn't holding his cane and cigar, Ozpin was sure the ginger man would've been clutching his chest. "Unfortunately, you're right. But what I'm getting is kind of on a need to know basis and, well" He said, taking a final puff of his cigar and dropping it to the floor, dying it out with his cane. "You don't need to know."

Almost instantly, Roman had fired his cane and Ozpin quickly blocked… with his coffee mug, leaving it in pieces on the floor as the headmaster bent down to pick up his staff.

"What do you drink from that thing that it can block a bullet?" Roman asked, fixing his hat.

"Need to know basis, Torchwick. All you need to know is, that was my favorite mug." Ozpin replied, before lifting his staff up like a sword.

Roman smirked and crossed his cane with the sword, both nodding to each other before breaking apart. Ozpin went in for several jabs, but each was deflected by the swing of a cane and sent the sword-wielder recoiling back a bit with each blow. The cane user went to sweep Ozpin's legs, but he was pretty spry for an old fellow and jumped into the air, chopping downward with such speed that Roman hardly reacted in time in his step back.

A loud crash in the distance stopped them for a moment, the ground beneath them shaking them in place. Neither was quite sure what happened, but both dismissed it, as it seemed they were in no immediate danger. They exchanged glances after they drew their eyes away from the window before continuing.

Ozpin followed up by jabbing again, but this time the attacking end of his weapon was stopped by the hook of Roman's cane and leaving the barrel pointed upward. Roman quickly forced the pointed end downward, causing the open end of the cane line up with the staff's form and point straight at Ozpin. Thinking quickly, Ozpin jumped a little and kicked the connected weapons, jarring them skyward a bit and causing a shot to go off over the older man's head. Sticking the landing, Ozpin crouched and rushed Roman, slashing at his legs.

Roman easily sidestepped, firing at the floor and causing Ozpin to go off-balance and stop his assault. Roman then causally walked around to stand behind Ozpin's desk as Ozpin corrected his posture and turning to face Roman. Ozpin tapped his staff onto the ground and then pointed it towards Roman again, who twirled his cane around a few times before repeating their earlier formation and crossing the two.

This time, however, before anybody could move their weapon Roman's eyes narrowed and his mouth pulled into a smirk.

"It's time to say," Roman started, twirling his cane so fast it knocked Ozpin's staff from his hand, as he didn't expect the sudden movement. "Goodbye."

Roman Torchwick standing there twirling his cane was the last thing Ozpin saw before he felt extreme pain in the back of his head before black spots clouded his vision and darkness overtook him and his body fell to the ground, unconscious.

"Good work. Now then, away with him." Roman said, walking around the desk and stepping on the some pieces of the already shattered coffee mug on his way to the doorway. His helper nodded and the masculine figure picked up Ozpin over his shoulder and began to follow Roman out of the room. "No time to waste, we have plans to keep." He continued, walking back to the elevator, unconscious Ozpin in tow.

* * *

"Did anybody get the number of that airship?" Yang asked, back on the battlefield.

Her teammates had been significantly more shaken up than Ruby, considering she had jostled them quite a bit and they weren't used to being moved at such speeds. Combined with the lasting effect of the _excessive_ amount of ammunition Roman had unloaded, it was more than enough to keep them shaken for a decent amount of time. Longer than Ruby would have liked, and she wouldn't dare rush them now. She needed them to be okay on their own if they were going to escape this together.

"We'll get its number soon enough, Yang, now we need to get out of here." Ruby said, helping Weiss to her feet. Blake had woken up several moments beforehand, making her the second back on he feet.

"Ruby's right, it's too dangerous for us now. We're tired and outnumbered." Weiss agreed, looking around. "Where's Pyrrha?"

"We got split up by the fire, after Torchwick attacked us." Ruby gestured over to the now-dying flames to make her point. "We're going to meet her at the clearing by the base of the mountain."

"Ruby it'll take us days to get there, especially with this, uh, increased amount of forces." Blake informed her.

"And we're going to be traveling through the Forest of Forever Fall, which is crawling enough with Grimm as it is. This amount of fighting and death, no doubt there'll be more than usual." Weiss added, looking between the forests edge and the collapsing schoolyard.

"Well," Ruby started, walking past her team that stepped apart to make room for her and not looking back, her eyes trained on the tree line. "Then it looks like we better get started. The sooner we leave, the sooner we arrive, right?" She asked, not waiting for an actual answer before she walked off.

Her team followed her without question, all four of them disappearing behind the first bush they passed, none of them turning back to witness any more of the futile battle.

 **Wow, another intense chapter. Nice, right? This one took a while, so we hope you guys appreciate it!**

 **In regards to the character death and violence? We told you it got dark. You were warned. So in case you didn't notice, we did add a more realistic touch. With the 'characters actually get hurt' thing that RWBY fails to do, so yes fight scenes will have lasting effects on the turn of the story.**

 **Anyway, be sure to enjoy this until the next chapter which WILL involve OC's but like we said, they will be handled much better this time around and shall play more of a supporting role in addition to most being used as antagonists to further develop the White Fang and Torchwick's faction.**

 **That's all for now, if you enjoyed don't forget to R &R. **


	3. Chapter 3: Fights and Friendships

The Rose Rebellion: Fight For Vale

Chapter Three: Fights and Friendships

Two teenage boys walked side-by-side through the forest of Forever Fall engaging in casual conversation.

The boy on the right with short brown hair, Doc, was wearing a black hoodless jacket, ultra blue on the inside and matching black jeans that had an ultra blue stripe going down one pant-leg. He was wearing a pair of black combat boots with matching black fingerless gloves and a set of brass knuckles on his right hand. In addition, his weapon folded up and to be carried on his back with a small necklace that matched its unfolded form.

The boy on the left, Joe Wise, had medium length dark-brown hair that came down to just above his eyes and ears, was wearing the completely wrong attire for Vale. He was dressed in nothing but a yellow t-shirt and long grey pants that had two yellow stripes down each pant-leg and matching grey and yellow sneakers. Slung around his back was a weapon holster that held his only method of defense, his guisarme.

"So I'd say we're looking good, wouldn't you?" Doc asked as they trudged forward.

"I guess it doesn't look to be as bad as Atlas or Mistral yet." Joe replied with a shrug.

"We only need it to hold out for a little while longer, we're almost there. They'll probably have a way to send word back sooner than by foot." Doc said, looking around. Joe nodded.

"One can only hope. That's not a walk I'd like to make again anytime soon. Vacuo is far." Joe complained. Doc shook his head in amusement.

They walked a little further in a comfortable silence until the ground shook beneath them, startling them both. They exchanged a startled glance before they took off, dashing towards the source. It took a few minutes, but soon Joe and Doc busted out of the tree line and came upon a small cliff overlooking Beacon's courtyard and the city of Vale. The sight was not pretty.

"Oh no. I guess we weren't fast enough." Doc said depressingly, looking out. Joe nodded, but kept his eyes focused on what he thought was the cause of the large crash.

"Check it out." Joe said, nudging Doc with his elbow. "That burning hunk of metal over there? It almost looks like one of those airships. That must be what we felt just now."

"Axel isn't going to be happy about this. We need to get back." Doc said, swiftly turning around.

"Well, time to be the barer of bad news." Joe said with a sigh before turning around to follow Doc. He had to do a light jog to catch up; Doc seemed to be in a hurry.

The boys walked in tandem once more, back the way they came. They were only a few meters deep into the forest again when they heard a voice call out to them.

"Freeze!" They heard a voice yell. Both of the boys turned around to see about a dozen White Fang members standing before them, guns raised and weapons drawn. "Nobody leaves, we control Vale now!" The same grunt continued.

"You just took over an entire Kingdom and your first rule is to enact a curfew?" Joe asked incredulously. Doc rolled his eyes and looked to his weapon, noticing the other members spreading out to surround them.

"Joe, not sure this is the best time." Doc reprimanded, tightly gripping his weapon.

"This is your last chance, give up now and return to Vale." The same grunt said, cocking his gun.

"No thanks, it wasn't as appealing as the brochure said." Joe quipped looking unbothered by the situation.

The grunts glare was so intense it could be felt from behind his mask.

"Kill the yellow one first." He ordered. Nobody even had time to move, however, before Joe's guisarme impaled him straight through his chest, sending him staggering back.

Joe dashed forward, taking advantage of the confusion, and taking his weapon back using his knee to slide the commander off. Quickly, he turned back around and smirked.

"Any more volunteers?" He said, before all hell broke loose.

The grunts began shooting now, and quite a few rushed Joe. Doc reacted just fast enough, ripping his weapon from his back and enlarging it before jumping straight into the large pool of people, swinging his overly large axe to block most of the onslaught of bullets.

After deflecting multiple shots with his axe, Doc punched forward and activated his semblance, creating a wave of aura that shot out and pushed four soldiers back into trees. Taking advantage of their dazed forms, Doc slashed forward with his weapon activating his aura again, launching wave after wave using his weapon as an extension of his semblance.

With four successfully down, he back flipped away and over another grunt, impaling his face with his brass knuckles and landing in a defensive position.

Joe, meanwhile, was dueling with the three guys that had close-range weapons. One with a twin bladed sword, one with a regular katana and another with a spear.

Joe quickly jumped over a low-sweep from the spear, jabbing the pointed end of his weapon forward and getting a shoulder hit. Then he swiftly pulled back and used the metal rod to deflect a strike from the katana, kicking the shin of the grunt with the twin bladed sword before he could impale him. Joe pushed upwards, punching his current attacker in the gut at the chance before grabbing the spear from the hands of the other guy, whacking his previously impaled shoulder as a distraction and using the end of the spear to hold down the twin bladed sword.

He used the butt of his own weapon to hit the grunt's face, as he was busy trying to lift his weapon. Immediately, he used the spear to lift the twin bladed sword, flipping it upwards and right through its owner's body. Suddenly, a stinging pain made itself known in Joe's arm and he quickly realized it was the katana wielder.

Ignoring his pain, Joe turned around and stepped back, holding a spear and his guisarme in either hand. Laughing, Joe poked his remaining enemies foot with the spear before throwing his guisarme again straight through the other enemy. Once more, he stalked up and pulled it out, using his knee to remove the person on the end.

"Nine down, four to go." Joe said, putting his guisarme back in its holster as he picked up the weapons of the downed guards.

He positioned it so he held the twin bladed sword in one hand and the spear in the other. He saw the remaining grunts were beginning to spread out and decided to act quickly.

"Advance towards me, fine gentlemen. I challenge you." Joe exclaimed, pointing the twin blade sword at one of the grunts positioning the spear so it pointed into the air. He noticed them exchange looks before they began to converge on him as he backed away slightly.

One shot at him, which he narrowly deflected with the blade of his borrowed twin bladed sword.

"Any day, Doc." He said, twirling it around.

Once they were close enough, Joe noticed Doc take aim. Before any of them knew what happened, Joe leapt into the air and suspended himself on a tree branch as Doc fired a rocket that none of the White Fang grunts had time to dodge. After the smoke cleared, there was nothing but four charred bodies and a satisfied Doc as Joe dropped down to the ground.

"I wonder where they came from." Doc said, putting his axe away. Joe shrugged.

"Not sure, I don't remember ordering a bakers dozen of soldiers." He quipped, looking around until he noticed something moving in the trees. "Get down!" He continued, holding up his stolen twin bladed sword in front of him.

Doc, used to Joe's oddness, obeyed and dropped to the ground. Joe, meanwhile, felt something impact the blade that he used to shield his face. Pulling the weapon back and turning it around, he noticed what looked like an arrow made of ice imbedded into the blade.

"What do you make of this?" Joe asked, turning it to face Doc.

"Not sure," He started, before something pierced the air once more. "But I think there's another one." He finished, looking down to see another arrow stuck into the ground between them, but this one wasn't made of ice.

"So, uh, why do you think that one's glow-" Joe started, before the arrow exploded and transformed into a wave of water that took both boys by surprise and carried them several yards back, slamming them into a pair of trees.

"Aw man, my spear! I stole that fair and square!" He cried, looking out at the water that was carrying it away.

"Not now Joe." Doc said, pushing himself off the tree. "We have company."

It was then that the movement returned, and three figures came forward into their line of sight.

The figure on the far left was only mildly imposing, with a lean frame and light build. He had light, wavy hair and a light blue long sleeved jacket and black pants along with dark blue armor on his elbows, knees, forearms and chest. In his right hand he held a dark blue bow, a sling of arrows on his back.

The figure on the far right was very imposing, with a large muscular frame and much darker hair, along with a full beard. He was wearing a faded green shirt and dark green pants, a bright silver belt in between. His right arm was covered in steel-plated armor of some kind, the same color as the straps that covered his chest.

The figure in the middle was the only female in the group, her long black hair falling down past her shoulder. She wore a baggy white t-shirt that exposed her mid-riff and short, black pants with a light brown belt with matching cloth that hung down and a round shield strapped to her back. She had black fingerless gloves, light brown pads tied around her forearms and light brown triangle ears on top of her head. A Faunus, they deduced.

"That was quite the show you put on." The girl taunted, putting her hands on her hips.

"Yeah, we try. Do we have a fan in the crowd?" Joe replied. Doc groaned as he looked around.

"Not the time, Joe. Not the time." He said, getting into a defensive position. "How'd you find us?"

"It was hard not to." The guy on the left said with a small chuckle. "We followed the screams and explosions."

"Fair point. What do you want?" Doc asked, backing up further.

"We have orders to make sure nobody leaves Vale, so we're bringing you in." The girl told them, as the three of them got into fighting positions.

"Dead or alive." The large man spoke for the first time, his voice very deep.

"As menacing as you are, and you are very menacing, I'm gonna have to say… no." Doc said, reaching back for his weapon only to grasp air. It took him a minute to realize that it wasn't there and that he most likely lost it in the wave.

He spotted it a few meters off to the side, but it was too late. The trio had launched the moment he reached for his axe, the man with the bow jumped back, landing on a tree branch and taking aim while the girl rushed Joe and the biggest member charged Doc.

Doc was stopped in his dash to his axe as the large man stepped between them, glaring menacingly. Doc wasted no time, rushing his new opponent, ducking under a punch or two before he struck the other mans chest with his brass knuckles. His opponent, however, didn't even flinch before delivering another punch and hit Doc square in the side of his face this time, sending him a ways back.

Doc stood up, cracking his jaw back into place before looking back at the green giant, a look of shock on his face. The larger man rushed Doc this time, which he was unprepared for and narrowly dodging to the side. It proved to be useful as Doc then shot multiple waves of aura at him that managed to put him off balance for just a moment.

It was all he needed as he ran over to his axe, pulling it from the ground and turning back to his enemy.

"This is much better." Doc said, situating his weapon.

Muscle man was charging again, but Doc had an idea this time. He ran straight for him, ducking under the punch again and spinning ever closer before slamming his axe into the larger man's midsection. The axe stopped like it hit a brick wall, and the larger man backhanded Doc away with such strength that he broke through a nearby tree.

He groaned as he slid down the tree behind the one he had just broken through, his axe falling to his side.

"Well that was new. What the hell is this guy?" Doc muttered to himself, shaking his head as he stood up and grabbed his weapon, daring not separate from it for too long.

He didn't have time to think anything else, for he noticed that he was being rushed again.

* * *

Joe was doing better, but not by much. He was exchanging blows with the Faunus girl, with her blocking each one of his strikes with her padding and swiftly punching him backwards every few clashes. They continued on like this for a while, with Joe also blocking or dodging more arrows that often resulted in the girl getting a lucky shot in.

Once more, Joe broke off from the girl to turn around and knock an arrow out of the air only to swiftly turn around and use the other end of his twin bladed sword to block the girls strike successfully, both of them coming to a halt. During the stalemate, the girl held up the palm of her other hand to Joe's face, much to his confusion, until a blinding white light radiated out of it, causing him to stumble backwards and loosen his grip on his weapon.

When his vision returned, he realized he managed to stay on his feet, somehow, but he noticed his weapon was gone. Looking back at the girl, he saw her holding and inspecting it.

"This is standard issue for the White Fang. Why are you using this?" She asked, despite having a good idea of the answer.

"Would you believe me if I said I was on your side?" Joe asked, stepping back again. The girl smirked, cocking her head.

"Hmm," she hummed before throwing the weapon far into the forest. "No."

"I'd be really upset right now if that was mine." Joe said, pulling his guisarme back out. "Good thing it's not."

She smirked again, taking her shield off her belt.

"Not bad." She said, holding her shield out for him to see. "But not good either." She finished, the center of her shield opening up to reveal a small canon of some kind that seemed to extend out further once the shield opened.

Before he could react, the center of the shield shot a bolt of plasma out straight towards Joe, who swiftly swiped it with his staff-like weapon causing it to break apart. She shot again, however, in tandem with the boy in the trees and leaving Joe to hop around, deflecting projectiles left and right.

They shot at the same time again, and Joe took advantage, deflecting the ice arrow into the plasma bolt and cancelling them both out. He followed by throwing his guisarme at the arrow boy, and while it didn't sound like a direct hit he did knock him out of the tree. Caught up with his small win, Joe was struck in the chest with one of the girl's plasma bolts and was flung back several feet.

When he sat up, he noticed he was right by the arrow boy, so he quickly reequipped himself with his weapon and stood over the archer, who quickly kicked him backwards. Joe stumbled out of the bush backwards, forgetting about the girl who got a shot at his back this time. Joe collapsed, kneeling on the ground and supporting himself with his weapon.

A loud, deep yell drew all of the attention, even the arrow boy's as he emerged from the brush. The large man threw an unconscious Doc through the air, the smaller boy landing right beside the kneeling Joe, who was struggling to stand. The green giant came over next, looking down at the boy in yellow supporting himself with his spear-like weapon and proceeded to kick it at the center, effectively shattering the steel rod and letting Joe fall onto the ground.

"I don't suppose you're going to reimburse me for that." Joe quipped, despite the pain.

The only response he got was a kick that sent both him and Doc flying backward into a tree with Doc cushioning Joe's blow a little. Joe stood up painfully as the three converged on the two, picking up Doc's axe and stepping forward to face the three again. The girl smirked.

"Ooh, I like this one." She said, charging her shield again.

"You're not so bad yourself, toots." Joe replied, getting into a defensive position against the three elite enemies, who looked to do the same.

"I'll tell you what. We won't take you back to Vale." She started. Joe sent her an inquisitive look. "We're going to kill you right here." She said, firing her weapon after seeing his eyes widen.

Joe managed to deflect it, bringing the hilt of Doc's axe upwards before slamming it down to stop another and tilting it to the side to stop another arrow in it's tracks.

"I don't suppose just letting us go is an option?" He asked weakly. The three villains only smirked in response, drawing ever closer.

Until a flurry of Rose petals broke through the space between them.

Joe and the trio of villains each took a step back from where they were standing, wary of the new player that could be a threat.

More Rose petals appeared, dashing by the archer boy who suddenly collapsed as if struck. Then what looked like a glowing white snowflake materialized to the left of all three of Joe's attackers before turning black, and the Rose petals appeared again this time in the direction of the snowflake, but in front of the bad guys faces.

They were all suddenly flung that way, as if an outward force compelled them too. The large green man and the girl stood up, looking around for the new attacker/s. Next, a sword attached to what looked to be a ribbon was thrown, wrapping itself around the girls ankle and while she tried to pull, the was overcome when another snowflake appeared over her head, and the Rose petals rained down and it looked like she was forced to the ground.

The biggest member was getting angry now, and picked up the ribbon-wrapped sword and pulled with all his might.

A girl with a bow in her raven locks, dressed in black and white mostly and black boots, was yanked from her hiding spot and landed roughly on the forest ground. The green giant started to advance on the shocked girl, and Joe wished he had the energy to do something other than stare, and he doubted anything Doc's axe could shoot would stop this guy at the moment.

Before the giant reached her, however, another girl shot out of the brush, this one on purpose. She had long blonde hair and was wearing a brown top, skirt and boots. Joe thought he saw a flash of orange but he couldn't be sure at the speeds she was flying roughly through the air, seemingly propelling herself with the gauntlet looking things on her hands.

The blonde girl, much faster than Joe had thought, passed the black haired girl on the ground and went straight towards the large green man, who was powering up a punch. Surprisingly, for the first time that day, Joe saw the man in green get thrown back. The blonde had pulled back a punch of her own, releasing it once in range and striking him point-blank in the cheek, and he went a few yards back, taking out quite a few trees himself.

The blonde landed after flipping back, standing tall and victorious for a moment before she ran to the black haired girl, helping her up. At once, two more girls flanked their sides, one in red and one in white, before they smiled at each other.

"Watch out!" Joe called noticing the girl with the plasma shield standing back up.

Acting quickly, he raised Doc's weapon and blindly fiddled around, surprising himself when something shot down the barrel with great force and headed straight for the girl.

She managed to move her shield in time, but not close it. The blow sent her a ways back, unconscious for now and her shield off to the side. It did the same for Joe, however, who wasn't used to the weapon and he was violently flung backwards into the tree Doc was laying underneath. As he sat there, he noticed the large man in green coming back. And he looked angry.

The group of girls noticed too, and the three girls backed up as if preparing as the blonde took a step forward, smirking.

She ran towards him, pulling back another punch, and weaved between his cinderblock-like fists with relative ease, compared to how Doc had, and delivered a strong uppercut to his jaw, which surprisingly managed to set him off balance where to anyone else, they would be dead. She capitalized on his flinch, however, and jumped into the air and punched his chest with great force. The recoil sent her flying backwards into the air, and the giant man was staggering backwards again.

The blonde ejected what Joe guessed was spent shell rounds, putting more in immediately, as the other three girls made their way over to himself and Doc.

"Are you guys okay?" The girl in red asked, arriving before them first.

"Nothing a good nights sleep won't fix." Joe informed them, trying to stand up but wincing in pain. "Make that two." He continued, sitting back down. The girls shared a look.

"What happened? Why did they attack you?" The girl in white asked, putting her hands on her hips.

"They're with the White Fang, I think. They wanted to take us back to Vale, but we didn't like it there too much." Joe replied. "Now I have a question. How did you know who to help if you didn't know who they were?"

"I thought I saw them earlier, coming off those airships. They were pretty recognizable, there was only so many that weren't in the standard uniforms." The girl wearing red answered.

"Lucky break for us then. We would have been goners if you hadn't shown up. Thanks." Joe said with an appreciative nod.

The three girls smiled their thanks back, not having time to do much else before another explosion drew all their attention.

* * *

Yang put her armored fists out in front of her for her best attempt at blocking the behemoths incoming punch, and she fired when their fists made contact. She was thrown back, not only from the recoil either, but the extensive force behind the punch. At least her opponent seemed to be slowing down, she thought as she watched him stumbled before she collided with a tree.

She felt her semblance start to kick in now, after taking only one direct hit and the hit that she just partly blocked. This guy was something else, she realized as she let out her power, the familiar fire burning inside of her. She knew her eyes were red now, and that her golden hair was flaring. There wasn't a more satisfying feeling, she decided.

With that thought Yang shot forward once more into one of his punches, only to fire downwards and pass above it at the last moment. She continued forward as well, firing downwards into his back as he tried to swipe at her, to no avail. He turned around quickly; too quickly. She proved that by delivering another devastating punch to the man's right cheek, sending him flying to the left by many, many yards.

Yang decided she wasn't taking any chances and began to advance in that direction, firing herself to get there quicker. Once she arrived, he was beginning to stand up which she deemed unacceptable, and rushed him again. She guessed he wasn't expecting her so soon, because he was caught by surprise and unable to block her second uppercut that succeeded in sending him into the air this time. She followed by jumping up, onto and off a nearby tree branch to get to his height, and delivered another bone-crushing punch to his stomach that was significantly softer than last time and sent him plummeting back down to the ground at break-neck speeds.

Yang landed moments after; right beside the crater the man had created. She looked down, and the man was face up, lying with his eyes closed. Deciding she had done her job, Yang rocketed away and back towards her sister and teammates. She missed the groan from the crater.

* * *

"Oh come on, can't you just stay down? For ten minutes?" The boy in yellow cried, struggling to his feet using the axe to lean on.

The girl and the archer boy were back on their feet, a little winded but otherwise okay. Much better off than the other two boys were. The archer boy picked up his bow again and took aim and Ruby whooshed out of the way. What she wasn't expecting was for the single arrow to explode into a small army of them.

Weiss put a glyph in front of herself and Ruby, who had whooshed to her side in her escape, as Blake hid behind a frozen afterimage of herself. After the volley of arrows she peaked out to see that the entire front of the makeshift statue was covered in arrows and winced to herself.

Blake, while looking at her afterimage, didn't notice the girl power up her shield canon again and the cat Faunus' ice shield was shattered with a plasma bolt, although the bolt didn't go any further and dispersed in the explosion of ice shards as well. The black haired girl peered towards their assailants once more, her eyes slightly widening as she took in her first good look at their forms before she glanced over to her teammates who were still huddled behind one of Weiss' glyphs.

"Ruby, now!" Weiss cried dropping the glyph and letting the arrows fall. They would have fallen on the heiress herself had her partner been even a bit slower, for Ruby ran around the space the glyph was put at an incredibly high speed, Rose petals in her wake becoming more of a funnel than waving in the wind.

"Go!" Ruby said, coming out of the funnel of Rose petals as Weiss pointed her weapon that was glowing green at the thing and swung, the force of the wind Myrtenaster expelled sending the arrows Ruby held in place sailing back at the archer and Faunus.

The girl jumped into the air and curled into a tiny ball, hiding behind her shield that closed its canon property in the knick of time and the boy, well, he was less lucky.

As the girl helped him to his feet, there was the distinct sound of cracking branches.

Nobody had time to react before Yang was flung past them and into the same tree the unconscious boy was lying under and the yellow boy was crouching next to. Infuriated, Yang stood up ready for more, pounding her fists together.

Just as suddenly, the giant green man from before rushed out of the brush and towards them, Yang rushing him head-on right back. They were in a stalemate for a few moments, Yang's blows being brushed off and Yang dodging the larger man's fists until Yang punched his chest three times in rapid succession, swiftly following with a punch to the jaw and another uppercut that he replied with in the form of a backhand.

Yang skidded to a stop between Ruby and Weiss, and Blake while the large man stood beside the girl and the archer boy that was favoring a leg. The girl smirked.

"Well I'll be. It seems you found someone to stand on equal footing with." She said her tone playful. "Too bad we can't stick around any longer. Ciao." She continued, the playful tone gone as she held up her hand and her palm illuminated light so bright it put the sun to shame, forcing Ruby's team to look away.

Yang decided it didn't matter that she couldn't see and launched forward into the light, disappearing for a few seconds until the large ball of light dispersed and Yang was left standing right where the trio were a moment ago, confused.

Ruby looked around as well, wanting to make sure they were truly gone. Once she was satisfied, she turned to her team.

"Great job guys, we did great! Is everybody okay?" She asked, looking everyone over with concern.

"I'll live." Yang said with a shrug. Blake nodded, brushing herself off.

"I think we're all fine, but are you?" Weiss turned the tables, looking Ruby over, who smiled.

"Just a bit tired, that's all." Ruby replied. Now that she said it, Weiss noticed that her breathing was irregular and that her shoulders were starting to droop.

"You look exhausted. Come on, we're setting up camp for the night." Weiss insisted, taking Ruby by the elbow as Yang and Blake nodded along. The hooded girl tried to resist.

"We have to go meet JNPR." She reminded her team.

"I can assure you they haven't arrived there yet either, it's a good hike from Beacon and even Nora would have to stop and recharge." Weiss assured her. Blake nodded.

"Besides, getting there is one thing. Getting there and being too tired to do much else after that is a whole other thing. We should rest for the night, and pick up in the morning." Blake suggested. Ruby sighed, but conceded.

"Time for camp?" She asked, getting nods. They were broken from going about their usual routines by the voice of the boy in yellow they had forgotten was there.

"Uh, we have a camp already set up from last night. We hadn't gotten around to taking it down yet. You're welcome to stay with us for the night if you'd like." The boy offered before nudging the other boy with his item of support.

"That's nice of you but-" Weiss started, before Yang interrupted.

"Which direction is your camp in?" She blurted. He pointed in its general direction, getting their attention. "Look, that's right on the way to where we're supposed to meet JNPR. It would be nothing but beneficial to us." She persuaded.

One by one the others relented, and before long the boy in yellow had managed to make the other boy stir on the ground.

"I'm Joe by the way." He said, continuing to nudge his comrade. "Joe Wise. And that's Doc." Joe introduced, pointing down. The girls nodded.

"I'm Ruby, and this is my team. Weiss, Blake and my sister, Yang." Ruby ran through her introduction, each girl waving as there name was spoken. Joe smiled before seeing Doc still hadn't regained consciousness.

"For the love of," Joe said, taking a deep breath and kicking Doc in the side. He shot up in pain, and the girls couldn't help but laugh, drawing his attention.

"Hey, who are they?" He asked, utterly confused. "Where'd those other guys go? And why are you using my baby as a crutch?" Doc ranted, growing increasingly louder.

"That's a long story my friend." Joe began. "A long, and somewhat painful, story."

* * *

"We're here, sir, and we have the report for the day." The girl with the shield said as she walked into Roman Torchwick's office, the boys from earlier flanking her.

Roman's head snapped up to look at the trio, before his eyes narrowed a hair and finally he settled on a smirk. Next he stood up and grabbed his cane, using the end of it to adjust his fedora as he walked forward.

"Theia. Triton. Axton." Roman addressed them punctually. The girl, archer and giant nodded respectively. "Care to tell me why you're over a half hour late to report?" He asked, twirling his cane. "Or why you're all so… disheveled?"

"We were walking around the perimeter line you set around Vale, and heard a fight going on. When we got there these kids had a dozen of your soldiers laid out." Theia told him, eyes following him as he walked around the room.

"These kids. How many were there? What did they look like?" He asked, a little too intently. Theia recoiled back, and Triton spoke.

"Two, both boys about our age. One dressed in yellow, one in black and blue. That's all we know." Triton finished, stepping backwards. Roman's gaze turned back to Theia.

"What did you do from there?" He quizzed her.

"We engaged. Your orders were to not let anyone leave." Theia stated strongly, glaring a bit at Roman.

"And what was the end result?" He questioned further. Theia glared harder.

"They proved to only be moderately difficult opponents, sir. They proved to be more skilled than we initially thought, but nothing we couldn't combat against." She informed him. He smiled.

"I take it that these boys have been dealt with then?" Roman asked, stopping his walking right in front of the three. They reeled back.

"Well, uh, not exactly." Axton spoke for the first time. Roman glared, silently telling him to go on. "We were getting ready to finish 'em off, when more kids came. Four girls, they just came flying out of the woods."

Roman's grip on his cane tightened. Red. He was sure of it. Quickly, he walked back to his desk and picked up a newspaper, the headline being the board in Beacon's auditorium when teams were announced, team RWBY's name circles in bright red ink.

"Tell me," Roman started, moving back to the trio and thrusting the paper into Theia's hands. "Were these the girls that stopped you?"

Theia inspected it closely, holding it out for both Triton and Axton to look at. They all exchanged glances before she handed him the newspaper back and they all nodded.

"Yes, sir. They showed up and took us by surprise when we were getting ready to finish the boy in yellow. The blonde even did Axton here some damage." Theia informed him, jabbing her thumb over at Axton, who growled.

"I wasn't expecting it, that's all. Next time, I'll show her-" Axton started, only for Roman to jab his chest with his cane.

"You better, those girls can't ruin my plans again now. We're too close to being stopped now." He told them. They nodded.

"Good. Were they all together when you left?" They nodded. "Put out the word that should anyone run into a Miss Ruby Rose and company, they are to be brought in."

"But Rom-sir," Triton corrected himself. "Why do they need to be taken prisoner? Wouldn't elimination be better if they've interfeared that much?"

"Oh kid, you don't know how this works. I'm about to crush everything they've ever known, Atlas and Mistral were one thing, but Vale and Beacon, where they've grown so attached to, and to each other? I'm going to take over it all, and I want them to have a front row seat," Roman said with a smirk as he turned his back to the trio again. "When it falls."

 **Another chapter in the books! Tell us what you thought of these fight scenes, OC's and team RWBY's personalities! Hope you enjoyed this chapter, and continue to R &R!**


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